MASON CAPITAL MANAGEMENT DEMANDS ANSWERS FROM ASCENT CNR CORPORATION
Sends Letter to CNR Board Seeking Inspection of Books and Records
CNR Board is Complicit in Value-Impairing Transactions Involving Ascent Resources and its Controlling Sponsors
NEW YORK, Feb. 19, 2026 /PRNewswire/ -- Mason Capital Management LLC ("Mason"), a significant, long-standing investor in Ascent Resources, LLC ("Ascent" or the "Company"), today sent a demand for the inspection of books and records of Ascent CNR Corporation ("CNR"), the entity through which Mason indirectly holds its economic interest in Ascent, to CNR's Board of Directors (the "Board").
The purpose of Mason's demand is to investigate whether CNR's Board fulfilled its fiduciary duties in connection with recent transactions involving Ascent and its controlling private equity sponsors, The Energy & Minerals Group LP and First Reserve Corporation. Mason and other stakeholders have repeatedly raised concerns regarding the valuation, conflicts, lack of process and disclosure surrounding the transactions. The CNR Board's knowing acquiescence in, or conscious failure to respond to, the transactions directly impaired the value of CNR's principal asset—its membership interest in Ascent—and inspection is now necessary to determine the Board's culpability.
The full text of the letter follows:
February 19, 2026
Board of Directors
Ascent CNR Corporation
3501 NW 63rd Street
Oklahoma City, OK 73116
Ascent CNR Corporation
C/O Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
Ascent CNR Corporation
C/O Robert W. Kelly II
3501 NW 63rd Street
Oklahoma City, OK 73116
Re: Stockholder Demand for Inspection of Books and Records Pursuant to 8 Del. C. §220
Directors:
We write on behalf of Mason Capital Master Fund LP, a stockholder of Ascent CNR Corporation ("CNR" or the "Company"), and its investment manager, Mason Capital Management LLC (together with Mason Capital Master Fund LP, "Mason"). A verification executed under oath on behalf of Mason is annexed hereto as Exhibit 1. Mason has appointed the undersigned as their attorney-in-fact for purposes of this demand by the Limited Power of Attorney annexed as Exhibit 2. Documentary evidence of Mason's beneficial ownership is attached to Exhibit 3 and is a true and correct copy of what it purports to be. Pursuant to Section 220 of the Delaware General Corporation Law (the "DGCL"), Mason hereby demands inspection of certain books and records of the Company for the proper purposes described below.
Proper Purpose
Mason's purpose is to investigate whether CNR's Board of Directors (the "Board" or the "CNR Board") fulfilled its fiduciary duties in connection with material events affecting the value of CNR's principal asset—its membership interest in Ascent Resources, LLC ("Ascent")—including whether the CNR Board:
- informed itself regarding those events;
- deliberated or met to consider their impact on CNR and its stockholders;
- considered the availability or prospect of any alternatives that would be of greater benefit to CNR and its stockholders;
- evaluated whether to take action or exercise any contractual, governance, or informational rights on behalf of CNR and its stockholders; or
- knowingly failed to act at all.
Mason also intends to communicate with other CNR stockholders about these issues and appropriate action that must be taken to redress the Board's failings. Investigating potential mismanagement, bad faith, or knowing inaction by a board of directors and communicating with other stockholders regarding company malfeasance are both well-established and proper purposes under DGCL §220.
Factual and Credible Basis for Inspection
CNR's principal asset is its membership interest in Ascent. Over the past year, Ascent has been the subject of a series of extraordinary and economically material transactions led by its controlling private equity sponsors, The Energy & Minerals Group LP ("EMG") and First Reserve Corporation ("First Reserve"), that directly impaired the value of CNR's investment.
As publicly disclosed and repeatedly communicated to Ascent and its advisors, First Reserve executed, and EMG is in the process of executing, continuation-vehicle transactions (the "CV Transaction" and taken together, the "CV Transactions") pursuant to which affiliated vehicles acquired substantial portions of Ascent equity at valuations that Mason has alleged are materially discounted and not the product of any meaningful market check. These CV Transactions are not isolated or routine internal reallocations. Rather, they involve the active solicitation of other Ascent members' interests, occur against a backdrop of sponsor level liquidity pressure and fund terminations, and result in a reset of economics uniquely favorable to the controlling sponsors, including new fee streams and extended control, at the expense of existing minority holders.
The sequencing of the CV Transactions is particularly telling. First Reserve transferred approximately 35% of Ascent through a continuation vehicle, followed shortly thereafter by a second transaction of roughly similar magnitude led by EMG. Taken together, these CV Transactions effectively allow the sponsors to retain control of Ascent while avoiding the pricing, procedural protections, and market scrutiny that would ordinarily accompany a single, contemporaneous control transaction. As previously stated, had these interests been aggregated and marketed together, they would have constituted a clear control sale requiring a control premium. Instead, the staggered structure has the effect of suppressing price, deterring thirdparty bidders, and foreclosing consideration of superior alternatives, including bona fide acquisition proposals from Kimmeridge Energy Management Company and Mason that were presented but never meaningfully engaged.
Throughout this period, Mason and other stakeholders repeatedly raised concerns regarding valuation, conflicts, lack of process, and the absence of any documented effort to evaluate market alternatives. Those concerns were not limited to Mason: limited partners in EMG's own funds, including the Abu Dhabi Investment Council ("ADIC"), have commenced litigation against EMG challenging the fairness, disclosure, and approval process surrounding the CV Transaction. Those concerns have gone unanswered. Ascent's Board of Managers (the "Ascent Board"), through counsel, took the position that it had no obligation to act, no role to play, and no duty to evaluate alternatives or protect minority interests in connection with these CV Transactions, notwithstanding their undeniable economic impact.
Given the scale, control implications, and public and direct communications surrounding these CV Transactions—and the fact that they directly affect the value of CNR's sole material asset— it is reasonable to infer that CNR's Board was aware of these developments and either affirmatively concurred in the resulting outcome or consciously failed to take any action in response.
Mason holds its economic interest in Ascent indirectly through CNR. Mason has no inspection rights at the Ascent level, and Ascent's LLC agreement expressly modifies or eliminates fiduciary duties. CNR is therefore the sole fiduciary intermediary through which Mason can assess whether any effort was made to protect its and other CNR stockholders' interests when control-shifting, value-impairing transactions were executed at Ascent.
Yet CNR has never disclosed whether its Board met, requested information, deliberated, sought advice, evaluated alternatives, or considered exercising any contractual or governance rights in response to these events. The absence of any observable engagement—despite repeated, detailed warnings regarding conflicts, pricing, and process—provides a credible basis to suspect that CNR's Board either knowingly acquiesced in, or consciously failed to respond to, CV Transactions that materially impaired the value of the Company's core asset.
Inspection is therefore necessary to determine what CNR did or did not do, what information it received, whether any process existed, and whether the Board satisfied its fiduciary obligations in the face of known, economically consequential developments.
Scope of Requested Inspection
To investigate the foregoing issues, Mason seeks inspection of the following categories of books and records, narrowly tailored to CNR's own conduct, process, and information flow:
- Stockholder List
A copy of CNR's stock ledger and a list of all stockholders during the period January 1, 2024 through present, including such stockholders' names, last known addresses, phone numbers and share ownership. - Organizational and Governing Documents
The Company's certificate of incorporation, bylaws, and any amendments thereto, together with any stockholder agreements, voting agreements, governance charters, committee charters, or other governing or organizational documents in effect at any time from January 1, 2024 to present that relate to the authority, obligations, or information rights of CNR's Board in connection with CNR's investment in Ascent.
Documents sufficient to identify all members of CNR's Board of Directors at any time from January 1, 2024 to the present, including the dates of their service. - Board Materials
All minutes, written consents, resolutions, agendas, presentations, and board packages of CNR's Board from January 1, 2024 to present that reference or relate to:- Ascent;
- any continuation-vehicle transaction, liquidity event, valuation, or strategic alternative involving Ascent; or
- the impact of Ascent-level developments on CNR.
- Information Received from Ascent
All materials, communications, reports, presentations, or updates provided to CNR or its directors by Ascent, its managers, sponsors, advisors, or counsel concerning:- the CV Transactions;
- valuation or pricing matters;
- liquidity elections or alternatives; or
- strategic transactions or alternatives.
- Board Deliberation and Response
Documents sufficient to show whether and how CNR's Board:- considered Ascent-level developments;
- discussed potential actions or responses;
- evaluated the exercise of any contractual, governance, or informational rights; or
- consciously determined not to act.
- Evidence of Board Inaction
Documents sufficient to determine whether CNR's Board held meetings, received information, or engaged in any deliberative process at all concerning the foregoing matters.
Confidentiality
Mason is prepared to enter into a reasonable confidentiality agreement governing the use of any documents produced, consistent with Delaware law and customary §220 practice.
Demand and Response
Please advise within five (5) business days whether the Company will comply with this demand and propose a prompt schedule for production. If the Company declines or fails to respond, Mason will consider all available remedies, including seeking relief in the Delaware Court of Chancery, the exclusive forum designated in CNR's certificate of incorporation.
Nothing herein constitutes a waiver of any rights, all of which are expressly reserved.
On behalf of Mason, I affirm that the purposes for the demand inspection as set forth above constitute true and correct statements of the reasons Mason desires to review the demanded books and records, and that such demand is made in good faith, under oath and penalty of perjury. These purposes are both proper and reasonably related to Mason's interest as stockholder of CNR.
Regards,
James C. Woolery, Esq.
Founding Partner
Woolery & Co. PLLC
About Mason Capital Management LLC
Mason Capital Management LLC is an absolute return focused investment firm that combines deep fundamental analysis with hard catalysts to drive value creation. Founded in July 2000 by Ken Garschina and Mike Martino, Mason's strategies range from event-driven investing to corporate carve-outs and control acquisitions. Mason's control investments include CB&I, the world's foremost designer and builder of storage facilities, tanks and terminals for energy and industrial markets.
SOURCE Mason Capital Management
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